Management by Board of Members Sample Clauses

Management by Board of Members. Except as otherwise expressly provided in this Agreement, the day-to-day management of the Company (including the day-to-day management of the Project Company) shall be fully vested in the Board of Members, who shall manage the day-to-day business and affairs of the Company, and shall take all necessary steps on behalf of the Company to satisfy its obligations; provided, that, the Board of Members shall not take or permit any action that would require a Super Majority Approval of the Members without first obtaining such approval; provided, however that an individual Member of the Board of Members (in his or her capacity as such) shall not (i) have authority to bind the Company or (ii) otherwise be entitled to sign for or take any action on behalf of the Company. Except as otherwise specifically provided herein, authority for all actions reserved for the Members under the LLC Act shall be vested in the Board of Members. For the avoidance of doubt, the Board of Members shall affairs of the Company and exercising its powers granted hereunder, the Board of Members must act either through a meeting pursuant or through a written consent in lieu thereof pursuant to Section 7.77.7(f).
Sample 1
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Related to Management by Board of Members

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • General The Trustee shall keep proper books of record and account of all the transactions of each Trust under this Indenture at its corporate trust office, including a record of the name and address of, and the Units issued by each Trust and held by, every Unit holder, and such books and records of each Trust shall be open to inspection by any Unit holder of such Trust at all reasonable times during the usual business hours. The Trustee shall make such annual or other reports as may from time to time be required under any applicable state or federal statute or rule or regulations thereunder.

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • NOW, THEREFORE the parties hereto agree as follows:

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